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As Filed With the Securities and Exchange Commission on August 21, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
EN POINTE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 75-2467002
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
5245 Pacific Concourse Drive, Suite 200, Los Angeles, California 90045
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
--------------------
1996 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
--------------------
Attiazaz "Bob" Din
President and Chief Executive Officer
En Pointe Technologies, Inc.
5245 Pacific Concourse Drive, Suite 200
Los Angeles, California 90045
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(310) 725-5200
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Nick E. Yocca, Esq.
Stradling, Yocca, Carlson & Rauth, A Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount Of
To Be Registered Registered Per Share (1) Price (2) Registration Fee
------------------- ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par 360,000 $10.13 $3,645,000 $1,256.90
value shares
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457.
This document contains 7 pages
Exhibit Index is on Page 7
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's Registration Statement on Form S-1, Registration No.
333-2046 (the "Registration Statement") and the final prospectus filed with
respect thereto pursuant to Rule 424(b) of the Securities Act of 1933 (the
"Securities Act"), containing audited financial statements of Registrant for its
fiscal year ended September 30, 1995.
(b) The description of the Registrant's Common Stock which is contained in
the Registrant's Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934 (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
(c) The Registrant's quarterly report on Form 10-Q for the quarter ended
June 30, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions. For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation eliminates the liability of directors to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except to the extent otherwise required by the Delaware General
Corporation Law.
(b) The Registrant's Certificate of Incorporation provides that the
Registrant will indemnify each person who was or is made a party to any
proceeding by reason of the fact that such person is or was a director or
officer of the Registrant against all expense, liability and loss reasonably
incurred or
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suffered by such person in connection therewith to the fullest extent authorized
by the Delaware General Corporation Law. The Registrant's Bylaws provide for a
similar indemnity to directors and officers of the Registrant to the fullest
extent authorized by the Delaware General Corporation Law.
(c) The Registrant's Certificate of Incorporation also gives the
Registrant the ability to enter into indemnification agreements with each of its
directors and officers. The Registrant has entered into indemnification
agreements with each of its directors and officers, which provide for the
indemnification of such directors and officers against any and all expenses,
judgments, fines, penalties and amounts paid in settlement, to the fullest
extent permitted by law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
4.1 En Pointe Technologies, Inc. 1996 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.2 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-2046)).
5.1 Opinion of Stradling, Yocca, Carlson & Rauth.
23.1 Consent of Stradling, Yocca, Carlson & Rauth (included in
Exhibit 5.1).
23.2 Consent of Coopers & Lybrand, L.L.P.
24.1 Power of Attorney (included on the signature page to the
Registration Statement).
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 21st day of
August, 1996.
EN POINTE TECHNOLOGIES, INC.
By: /s/ Bob Din
--------------------------------------------
Attiazaz "Bob" Din
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of En Pointe Technologies, Inc.,
do hereby constitute and appoint Attiazaz "Bob" Din and Robert Mercer or either
of them, our true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite are necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Bob Din Chief Executive Officer, President August 21, 1996
- --------------------- and Director (principal executive
Attiazaz "Bob" Din officer)
/s/ Robert Mercer Chief Financial Officer (principal August 21, 1996
- --------------------- financial and accounting officer)
Robert Mercer
/s/ Naureen Din Director August 21, 1996
- ---------------------
Naureen Din
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/s/ Zubair Ahmed Director July 11, 1996
- ---------------------
Zubair Ahmed
/s/ Mansoor Ijaz Director July 11, 1996
- ---------------------
Mansoor Ijaz
/s/ Verdell Garroutte Director July 11, 1996
- ---------------------
Verdell Garroutte
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
<S> <C> <C>
4.1 En Pointe Technologies, Inc. 1996 Stock Incentive Plan.* --
5.1 Opinion of Stradling, Yocca, Carlson & Rauth. 9
23.1 Consent of Stradling, Yocca, Carlson & Rauth (Included in Exhibit --
5.1).
23.2 Consent of Coopers & Lybrand, L.L.P. 11
24.1 Power of Attorney (included on the signature page to the Registration --
Statement)
</TABLE>
* Incorporated by reference to Exhibit 10.2 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-2046)
<PAGE>
[LETTERHEAD]
August 21, 1996
En Pointe Technologies, Inc.
5245 Pacific Concourse Drive, #200
Los Angeles, California 90045
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
At your request, we have examined the form of Registration Statement
on Form S-8 (the "Registration Statement") being filed by En Pointe
Technologies, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 360,000 shares of the Company's
common stock, $.001 par value ("Common Stock"), issuable under the Company's
1996 Stock Incentive Plan (the "Plan").
We have examined the proceedings heretofore taken and are familiar
with the additional proceedings proposed to be taken by the Company in
connection with the authorization, issuance and sale of the securities referred
to above.
Based on the foregoing, it is our opinion that the 360,000 shares of
Common Stock to be issued under the Plan against full payment in accordance with
the respective terms and conditions of the Plan will be legally and validly
issued, fully paid and nonassessable.
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En Pointe Technologies, Inc.
August 21, 1996
Page 2
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Stradling, Yocca, Carlson & Rauth
STRADLING, YOCCA, CARLSON & RAUTH
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of En Pointe Technologies, Inc. on Form S-8 of our report dated December 15,
1995, except for the effects of the stock split in Note 1 as to which the
date is March 15, 1996; Note 3 as to which the date is April 18, 1996; and
Note 8 as to which the date is April 30, 1996, on our audit of the financial
statements and financial statement schedule of En Pointe Technologies, Inc.
as of September 30, 1995 and 1994 and for the period from January 25, 1993
(date of inception) through September 30, 1993 and for each of the two years
in the period ended September 30, 1995, which report is included in the
Company's Amendment No. 2 to Form S-1 Registration Statement (File No.
333-2046).
COOPERS & LYBRAND L.L.P.
Sherman Oaks, California
August 21, 1996
